EVERY SHAREHOLDER'S VOTE IS IMPORTANT
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS - 24 HOURS A DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE IT
AT HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM
3. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
PROXY MORGAN STANLEY INSTITUTIONAL FUND TRUST PROXY
EQUITY PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 5, 2006
The undersigned hereby appoints Ronald E. Robison, Joseph J. McAlinden and Barry
Fink, and each of them, as proxies for the undersigned, with full power of
substitution and resubstitution, and hereby authorizes said proxies, and each of
them, to represent and vote, as designated on the reverse side, all shares of
the above Portfolio held of record by the undersigned on January 9, 2006 at the
Special Meeting of Shareholders of the Equity Portfolio to be held April 5, 2006
and at any adjournment thereof. The undersigned hereby revokes any and all
proxies with respect to such shares heretofore given by the undersigned.
THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES,
UPON ANY AND ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR
PROPOSAL 1.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
999 99999 999 999
NOTE: Please sign exactly as your name appears on
this proxy card. All joint owners should sign. When
signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give
full title as such. If a corporation, please sign in
full corporate name and indicate the signer's office.
If a partner, sign in the partnership name.
-----------------------------------------------------
Signature
-----------------------------------------------------
Signature (if held jointly)
-----------------------------------------------------
Date 15975_MEP
(Please see reverse side)
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
THE BOARD OF TRUSTEES OF MORGAN STANLEY INSTITUTIONAL FUND TRUST RECOMMENDS YOU
VOTE IN FAVOR OF THE REORGANIZATION.
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET (SEE ENCLOSED
VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS).
PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]
FOR AGAINST ABSTAIN
1. Approval of an Agreement and Plan of Reorganization, dated January 11, 2006, [ ] [ ] [ ]
between Morgan Stanley Institutional Fund Trust, on behalf of the Equity
Portfolio ("Equity"), and Morgan Stanley Institutional Fund, Inc., on behalf
of the Large Cap Relative Value Portfolio ("Large Cap Relative Value"),
pursuant to which substantially all of the assets of Equity would be combined
with those of Large Cap Relative Value and shareholders of Equity would
become shareholders of Large Cap Relative Value receiving shares of Large Cap
Relative Value with a value equal to the value of their holdings in Equity.
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY
15975_MEP
